Sec Form 4 Filing - BREWER OLIVER G III @ CALLAWAY GOLF CO - 2016-02-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
BREWER OLIVER G III
2. Issuer Name and Ticker or Trading Symbol
CALLAWAY GOLF CO [ ELY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
2180 RUTHERFORD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2016
(Street)
CARLSBAD, CA92008
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/01/2016 M 104,588 ( 1 ) A $ 0 ( 2 ) 270,309 D
Common Stock 02/01/2016 F 39,616 ( 3 ) D $ 8.64 230,693 D
Common Stock 02/02/2016 M 45,294 ( 1 ) A $ 0 ( 2 ) 275,987 D
Common Stock 02/02/2016 F 22,969 ( 3 ) D $ 8.52 253,018 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units $ 0 ( 2 ) 02/01/2016 M 104,588.52 ( 4 ) ( 5 ) ( 5 ) Common Stock 104,588.52 $ 0 0 ( 6 ) D
Restricted Stock Units $ 0 ( 2 ) 02/02/2016 M 45,294.53 ( 4 ) ( 7 ) ( 7 ) Common Stock 45,294.53 $ 0 90,589.06 ( 8 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BREWER OLIVER G III
2180 RUTHERFORD ROAD
CARLSBAD, CA92008
X President and CEO
Signatures
/s/ Brian P. Lynch Attorney-in-Fact for Oliver G. Brewer III under a Limited Power of Attorney dated May 12, 2015. 02/03/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the number of shares of common stock issued upon the vesting of a restricted stock unit ("RSU") plus the number of shares of common stock accrued with respect to such vested portion of the RSU as a result of dividend equivalent rights paid by the Company pursuant to the terms of the award, less fractional shares, which were paid in cash upon settlement.
( 2 )RSUs convert into common stock on a one-for-one basis.
( 3 )Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting.
( 4 )Represents the number of shares of common stock issued upon the vesting of an RSU plus the number of shares of common stock accrued with respect to such vested portion of the RSU as a result of dividend equivalent rights paid by the Company pursuant to the terms of the award.
( 5 )On February 1, 2013, the reporting person was granted 103,029 RSUs that vest in full on the third anniversary of the grant date.
( 6 )Represents only the RSUs granted on February 1, 2013 and does not include other RSUs with different vesting terms.
( 7 )On February 2, 2015, the reporting person was granted 135,294 RSUs that vest in three equal annual installments beginning on the first anniversary of the grant date.
( 8 )Represents only the RSUs granted on February 2, 2015 and does not include other RSUs with different vesting terms.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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